false 0001893448 0001893448 2023-11-09 2023-11-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549







November 9, 2023

Date of Report (Date of earliest event reported)



(Exact name of registrant as specified in its charter)


British Columbia, Canada   001-41688   N/A
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File No.)   Identification Number)


5960 Fairview Road, Suite 275    
Charlotte, North Carolina   28210
(Address of principal executive offices)   (Zip Code)


(704) 994-8279

(Registrant’s telephone number including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Class A Common Voting Shares, without par value   SGE   NYSE American


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 2.02 Results of Operations and Financial Condition


Strong Global Entertainment, Inc. (the “Company”) issued a press release on November 9, 2023, with earnings information for the Company’s fiscal quarter ended September 30, 2023. The press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.


Item 7.01 Regulation FD Disclosure


The information set forth under Item 2.02 of this Current Report is incorporated herein by reference. In addition, on November 9, 2023, management of the Company discussed the Company’s financial results for the fiscal quarter ended September 30, 2023, and the Company’s business plan, strategy and outlook on an earnings conference call with analysts and investors. The supplemental slides referenced during the conference call are furnished with this Current Report as Exhibit 99.2.


The information contained in Items 2.02 and 7.01 to this Current Report, including in Exhibits 99.1 and 99.2, is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Forward Looking Statements


In addition to the historical information in this Current Report and in the exhibits furnished with this Current Report, it includes forward-looking statements which involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section contained in our final prospectus as filed with the SEC on May 16, 2023 pursuant to Rule 424(b)(5) under the Securities Act, relating to our Registration Statement on Form S-1, and the following risks and uncertainties: the Company’s ability to maintain and expand its revenue streams to compensate for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully execute its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health epidemics or pandemics, and armed conflicts, such as the ongoing military conflict in Ukraine and related sanctions; economic and political risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations, potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions on acceptable terms, or at all; the impact of economic, public health and political conditions on the companies in which the Company holds equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic events, whether natural, man-made, or otherwise (such as the outbreak of any highly infectious or contagious diseases, or armed conflict); the adequacy of the Company’s insurance; the impact of having a controlling stockholder and vulnerability to fluctuation in the Company’s stock price. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the impact of economic, public health (such as a resurgence of the COVID-19 pandemic) and political conditions (such as the military conflict in Ukraine) that impact consumer confidence and spending, particularly in the cinema, entertainment, and other industries in which the Company and its subsidiaries operate, and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
99.1   Press Release, dated November 9, 2023
99.2   Supplemental Slides Referenced During the Third Quarter Conference Call of Strong Global Entertainment, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 13, 2023 By: /s/ Todd R. Major
    Todd R. Major
    Chief Financial Officer







Exhibit 99.1


Strong Global Entertainment


Strong Global Entertainment Reports Third Quarter 2023 Operating Results


Charlotte, N.C., – November 9, 2023 – Strong Global Entertainment, Inc. (NYSE American: SGE) (the “Company” or “Strong Global Entertainment”) today announced operating results for the third quarter ended September 30, 2023.


Operational Highlights - Quarter and Year-to-Date


  Industry upgrades continue to drive consolidated revenue growth:


Third quarter revenue grew 10% and year to date total revenue increased 36% as compared to the same periods of the prior year.
Third quarter service revenues increased 32% and year to date service revenues more than doubled as compared to the same periods of the prior year.


  The Company expanded its immersive product offerings in the third quarter with the announcement of a new Seismos flooring product line and securing first commercial installation.
  Announced agreement to produce new crime drama series, Endangered, in South Africa.
  Completed first two acquisitions following initial public offering (the “IPO”):


Unbounded Media Corporation (“Unbounded”), completed in third quarter, which adds production service capabilities to Strong Studios group; and
Innovative Cinema Solutions (“ICS”), completed subsequent to close of third quarter, adding scale to Strong Technical Services group.


Mark Roberson, Chief Executive Officer, commented, “We continued to execute on our strategic growth initiatives, growing organically while also adding scale with the first two acquisitions following our IPO. Our business continues to strengthen as demand for our products and services increases, and the recent box office success of several summer releases, coupled with more and more people returning to theaters, is a demonstration of the demand for laser projection and additional enhancements that optimize the viewing experience.”


Mr. Roberson continued, “We closed two acquisitions over the past two months, adding Unbounded in September and ICS just this week. These acquisitions are initial steps in a broader growth strategy. We are excited to have both groups join the team as we continue to expand Strong Global Entertainment.”


Kyle Cerminara, Chairman of the Board, commented, “We are very excited to see Strong Global Entertainment implementing its growth plans. We believe that we have a strategy in place and a long-term view of the business that will drive meaningful growth and value for our shareholders.”


Third Quarter 2023 Financial Review (Compared to Third Quarter 2022)


  Revenue grew 10.3% to $10.9 million compared to $9.9 million in the third quarter of 2022, as demand from the Company’s cinema customers continued to strengthen. In addition, Strong Global Entertainment recognized revenue from its first Seismos flooring product line during the quarter. The Company has been increasing the scope of its services and adding resources to better support its customers and to increase market share in cinema services. Revenue from installation services increased 68% for the quarter and screen sales increased 16%.



Strong Global Entertainment, Inc. – Fiscal Year 2023

Third Quarter 2023 Results

Page 1 to7


  Gross profit increased to $2.8 million, or 25.8% of revenues, compared to $2.4 million, or 23.9% of revenue in the third quarter of 2022. Gross profit from service revenue increased to 21.8% of revenue for the third quarter of 2023 compared to 10.0% of revenues for the third quarter of 2022.
  Income from operations was $0.2 million compared to $0.5 million in the third quarter of 2022, as increased gross profit was offset by increased selling, general and administrative expenses, including costs of operating as a stand-alone public company.
  Net income was breakeven, as compared to $0.7 million or $0.13 per basic and diluted share in the prior year. The reduction in net income was primarily due to increased selling, general and administrative costs offsetting improved gross margins.
  Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) decreased to $0.5 million as compared to $0.7 million in the prior year, primarily as a result of increased selling, general and administrative expenses in the quarter as the Company continues to execute on its acquisition strategy.


Conference Call


A conference call to discuss the Company’s 2023 third quarter financial results will be held on Thursday, November 9, 2023, at 4:30 p.m. Eastern Time. Interested parties can listen to the call via live webcast or by phone. To access the webcast, visit the Company’s website or use the following link: SGE Webcast Link. To access the conference call by phone, dial (877) 545-0320 (domestic) or (973) 528-0002 (international) and use participant code 375936. Please access the webcast or dial in at least five minutes before the start of the call to register.


A replay of the webcast will be available following the conclusion of the live broadcast and accessible on the Company’s website.


About Strong Global Entertainment, Inc.


Strong Global Entertainment, Inc., (the “Company”) a subsidiary of FG Group Holdings Inc. (NYSE American: FGH), is a leader in the entertainment industry, providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company manufactures and distributes premium large format projection screens, provides comprehensive managed services, technical support and related products and services primarily to cinema exhibitors, theme parks, educational institutions, and similar venues. In addition to traditional projection screens, the Company manufactures and distributes its Eclipse curvilinear screens, which are specially designed for theme parks, immersive exhibitions, as well as simulation applications. It also provides maintenance, repair, installation, network support services and other services to cinema operators, primarily in the United States. The Company also owns Strong Studios, Inc., which develops and produces original feature films and television series.


About Fundamental Global®


Fundamental Global® is a private partnership focused on long-term strategic holdings. Fundamental Global® was co-founded by former T. Rowe Price, Point72 and Tiger Cub portfolio manager Kyle Cerminara and former Chairman and CEO of TD Ameritrade, Joe Moglia. Its current holdings include FG Financial Group Inc., FG Group Holdings Inc., BK Technologies Corp., GreenFirst Forest Products, Inc., iCoreConnect, Inc., FG Acquisition Corp., OppFi Inc., Hagerty Inc., and FG Communities, Inc.


The FG® logo is a registered trademark of Fundamental Global®.


Use of Non-GAAP Measures


Strong Global Entertainment, Inc. prepares its consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the Company discloses information regarding Adjusted EBITDA (“Adjusted EBITDA”), which differs from the commonly used EBITDA (“EBITDA”). Adjusted EBITDA both adjusts net income (loss) to exclude income taxes, interest, and depreciation and amortization, and excludes share-based compensation, impairment charges, severance, foreign currency transaction gains (losses), transactional gains and expenses, gains on insurance recoveries, and other cash and non-cash charges and gains.



Strong Global Entertainment, Inc. – Fiscal Year 2023

Third Quarter 2023 Results

Page 2 to7


EBITDA and Adjusted EBITDA are not measures of performance defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning and evaluating the Company’s operating performance. Accordingly, management believes that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of the Company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the Company’s financial results.


EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (loss) or to net cash from operating activities as measures of operating results or liquidity. The Company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating the Company’s performance.


EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations are: (i) they do not reflect the Company’s cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, the Company’s working capital needs, (iii) EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in the Company’s statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters management considers not to be indicative of the Company’s ongoing operations, and (vii) other companies in the Company’s industry may calculate these measures differently than the Company does, limiting their usefulness as comparative measures.


Management believes EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). The Company also presents EBITDA and Adjusted EBITDA because (i) management believes these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in the Company’s industry, (ii) management believes investors will find these measures useful in assessing the Company’s ability to service or incur indebtedness, and (iii) management uses EBITDA and Adjusted EBITDA internally as benchmarks to evaluate the Company’s operating performance or compare the Company’s performance to that of its competitors.


Forward-Looking Statements


In addition to the historical information included herein, this press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.


Investor Relations Contacts:


Mark Roberson

Strong Global Entertainment, Inc. - Chief Executive Officer

(704) 471-6784



John Nesbett/Jennifer Belodeau

IMS Investor Relations

(203) 972-9200




Strong Global Entertainment, Inc. – Fiscal Year 2023

Third Quarter 2023 Results

Page 3 to7


Strong Global Entertainment, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)



   September 30, 2023   December 31, 2022 
Current assets:          
Cash and cash equivalents  $3,110   $3,615 
Accounts receivable, net   7,443    6,148 
Inventories, net   3,597    3,389 
Other current assets   1,337    4,547 
Total current assets   15,487    17,699 
Property, plant and equipment, net   1,522    4,607 
Operating lease right-of-use assets   4,695    237 
Finance lease right-of-use asset   1,004    606 
Film and television programming rights, net   8,205    1,501 
Intangible assets, net   -    6 
Goodwill   2,049    882 
Total assets  $32,962   $25,538 
Liabilities and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $3,576   $4,106 
Accrued expenses   7,326    4,486 
Payable to FG Group Holdings Inc.   1,818    1,861 
Short-term debt   2,777    2,510 
Current portion of long-term debt   37    36 
Current portion of operating lease obligations   278    64 
Current portion of finance lease obligations   203    105 
Deferred revenue and customer deposits   1,515    1,769 
Total current liabilities   17,530    14,937 
Operating lease obligations, net of current portion   4,478    234 
Finance lease obligations, net of current portion   814    502 
Long-term debt, net of current portion   169    126 
Deferred income taxes   120    529 
Other long-term liabilities   525    6 
Total liabilities   23,636    16,334 
Common stock, no par value   -    - 
Additional paid-in-capital   15,589    - 
Accumulated deficit   (807)   - 
Accumulated other comprehensive loss   (5,456)   (5,024)
Net parent investment   -    14,228 
Total equity   9,326    9,204 
Total liabilities and equity  $32,962   $25,538 



Strong Global Entertainment, Inc. – Fiscal Year 2023

Third Quarter 2023 Results

Page 4 to7


Strong Global Entertainment, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)



   Three Months Ended September 30,   Nine Months Ended September 30, 
   2023   2022   2023   2022 
Net product sales  $7,994   $7,690   $23,609   $22,076 
Net service revenues   2,926    2,213    15,100    6,370 
Total net revenues   10,920    9,903    38,709    28,446 
Total cost of products   5,809    5,541    17,579    16,233 
Total cost of services   2,289    1,991    8,779    5,538 
Total cost of revenues   8,098    7,532    26,358    21,771 
Gross profit   2,822    2,371    12,351    6,675 
Selling and administrative expenses:                    
Selling   500    498    1,652    1,723 
Administrative   2,139    1,368    9,983    4,138 
Total selling and administrative expenses   2,639    1,866    11,635    5,861 
Gain on disposal of assets   -    -    1    - 
Income from operations   183    505    717    814 
Other (expense) income:                    
Interest expense, net   (88)   (31)   (206)   (82)
Foreign currency transaction gain (loss)   126    518    (183)   646 
Other income, net   18    11    16    15 
Total other income (expense)   56    498    (373)   579 
Income before income taxes   239    1,003    344    1,393 
Income tax expense   (205)   (233)   (349)   (417)
Net income (loss)  $34   $770   $(5)  $976 
Net income (loss) per share:                    
Basic  $0.00   $0.13   $0.00   $0.16 
Diluted  $0.00   $0.13   $0.00   $0.16 



Strong Global Entertainment, Inc. – Fiscal Year 2023

Third Quarter 2023 Results

Page 5 to7


Strong Global Entertainment, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)



   Nine Months Ended September 30, 
   2023   2022 
Cash flows from operating activities:          
Net (loss) income  $(5)  $976 
Adjustments to reconcile net income to net cash used in operating activities:          
(Recovery of) provision for doubtful accounts   (32)   10 
Benefit from obsolete inventory   (47)   - 
Provision for warranty   131    9 
Depreciation and amortization   2,438    521 
Amortization and accretion of operating leases   48    52 
Deferred income taxes   (430)   (116)
Stock-based compensation expense   890    97 
Changes in operating assets and liabilities:          
Accounts receivable   (1,223)   (395)
Inventories   (158)   (556)
Current income taxes   154    503 
Other assets   (7,864)   1,133 
Accounts payable and accrued expenses   5,549    (3,572)
Deferred revenue and customer deposits   (257)   (420)
Operating lease obligations   (57)   (50)
Net cash used in operating activities   (863)   (1,808)
Cash flows from investing activities:          
Capital expenditures   (288)   (197)
Acquisition of programming rights   (511)   (407)
Net cash used in investing activities   (799)   (604)
Cash flows from financing activities:          
Principal payments on short-term debt   (358)   (228)
Principal payments on long-term debt   (27)   (20)
Borrowings under credit facility   6,790    - 
Repayments under credit facility   (4,483)   - 
Payments on finance lease obligations   (99)   - 
Proceeds from initial public offering   2,411    - 
Payments of withholding taxes for net share settlement of equity awards   (117)   - 
Net cash transferred (to) from parent   (3,001)   1,285 
Net cash provided by financing activities   1,116    1,037 
Effect of exchange rate changes on cash and cash equivalents   41    70 
Net decrease in cash and cash equivalents and restricted cash   (505)   (1,305)
Cash and cash equivalents and restricted cash at beginning of period   3,615    4,494 
Cash and cash equivalents and restricted cash at end of period  $3,110   $3,189 



Strong Global Entertainment, Inc. – Fiscal Year 2023

Third Quarter 2023 Results

Page 6 to7


Strong Global Entertainment, Inc. and Subsidiaries

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)



   Three Months Ended September 30,   Nine Months Ended September 30, 
   2023   2022   2023   2022 
Net income (loss)  $34   $770   $(5)  $976 
Interest expense, net   88    31    206    82 
Income tax expense   205    233    349    417 
Depreciation and amortization   129    154    2,438    521 
EBITDA   456    1,188    2,988    1,996 
Stock-based compensation expense   124    25    890    97 
IPO related expenses   -    -    475    - 
Unbounded acquisition related expenses   42    -    42    - 
Foreign currency transaction (gain) loss   (126)   (518)   183    (646)
Severance and other   7    -    7    - 
Adjusted EBITDA  $503   $695   $4,585   $1,447 





Exhibit 99.2

































































Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 09, 2023
Entity File Number 001-41688
Entity Central Index Key 0001893448
Entity Incorporation, State or Country Code A1
Entity Address, Address Line One 5960 Fairview Road
Entity Address, Address Line Two Suite 275
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28210
City Area Code (704)
Local Phone Number 994-8279
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Voting Shares, without par value
Trading Symbol SGE
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

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